C.C.S.M. c. S50
The Securities Act
Sections: 1 - 99 | 100 - 197 |
PART X | |
PROXIES AND PROXY SOLICITATION | |
100 | |
101 | Reporting issuer to comply with proxy regulations |
102 | |
103(1) | |
(2) | Conflict |
(3) | |
104 | |
105 | Where vote by ballot not required |
106(1) | Undertakings |
(2) | Refusal of receipt |
(3) | |
107 | |
PART XI | |
INSIDER TRADING | |
108(1) | Definitions for Part XI |
(2) | Interpretation |
108.1 | Designating a person or company as an insider |
109(1) | Report by new insider |
(2) | Report of changes by insider |
110(1) | Reports may be inspected |
(2) | Publication of information |
111 | |
111.1 | Early warning |
112(1) | Trading where undisclosed change |
(2) | Tipping |
(3) | Prohibitions |
(4) | Defence |
(5) | Definition |
(6) | Definition |
113(1) | Liability for non-disclosure |
(2) | Liability for tipping |
(3) | Mutual funds |
(4) | Accountability for gain |
(5) | Liability, joint and several |
(6) | Measure of damages |
(7) | Definition |
(8) | Security includes |
114(1) | Order to commence action |
(2) | Notice to reporting issuer and commission |
(3) | Order to require reporting issuer to co-operate |
115 | |
116 | Exemption and extension orders |
117(1) | Undertakings |
(2) | Refusal of receipt |
PART XII | |
FINANCIAL DISCLOSURE | |
118 and 119 | |
120 | Documents to be filed |
121 to 130 | |
131 | Exemption from requirements |
132 | Undertakings |
133 | Refusal of receipt |
134 | Inspection of filed material |
135 | |
PART XIII | |
OFFENCES AND PENALTIES | |
136(1) | General offences |
(2) | Defence |
(3) | Directors and officers |
(4) | Contravention of 112(1), (2) or (3) |
(5) | Definition |
137 | Time limitation |
138(1) | More than one offence |
(2) | Continuing offence |
PART XIV | |
GENERAL PROVISIONS | |
139(1) | Stock exchanges |
(2) | Powers re stock exchanges |
140 | Records in stock exchanges |
140.1 | Meaning of "misrepresentation" in certain sections |
141(1) | Statutory rights — damages re misrepresentation in prospectus |
(2) | Statutory rights — rescission re misrepresentation in prospectus |
(3) | No action for damages if recission |
(4) | Defence when securities purchased with knowledge |
(5) | Other defences |
(6) | When expert not liable for own report |
(7) | When others not liable for expert's report |
(8) | Limit on amount recoverable |
(9) | Limit on amount recoverable from underwriter |
(10) | Limit on particular defendant's liability |
(11) | Joint and severable liability |
(12) | Rights when no receipt issued for prospectus |
(13) | Defendant may recover contribution |
(14) | Rights are in addition to other rights |
(15) | Deemed misrepresentation |
141.1(1) | Statutory rights — offering memorandum |
(2) | No action for damages if recission |
(3) | Defences |
(4) | Exception |
(5) | Limit on amount recoverable |
(6) | Damages not recoverable |
(7) | Joint and severable liability |
(8) | Defendant may recover contribution |
(9) | Rights are in addition to other rights |
(10) | Deemed misrepresentation |
141.1.1(1) | Statutory rights — misrepresentation in take-over bid circular or notice of change or variation |
(2) | Statutory rights — misrepresentation in directors' circular |
(3) | Application to issuer bid circulars |
(4) | Defence when security holder has knowledge |
(5) | Other defences |
(6) | When expert not liable for own report |
(7) | When others not liable for expert's report |
(8) | Limit on particular defendant's liability |
(9) | Joint and several liability |
(10) | Defendant may recover contribution |
(11) | Rights are in addition to other rights |
(12) | Deemed misrepresentation |
141.1.2 | Defence to liability for misrepresentation |
141.2 | Statutory rights — failing to send required document |
141.3(1) | Rescission re offering memorandum |
(2) | Additional ways of rescinding mutual fund purchase |
(3) | Limit on amount recoverable |
(4) | Recission re payments to be made |
(5) | Dealer to reimburse purchaser for sales charges and fees |
141.4(1) | Limitation period re prospectus misrepresentation |
(2) | Limitation period re other rights of action |
142(1) | Protection from liability |
(1.1) | Other persons protected |
(2) | Liability if complying with Act |
(3) | Evidence in civil suits |
143(1) | Records of commission |
(2) | Copies of public documents |
143.1 | Publishing list of defaulting reporting issuers |
144(1) | Service of notices |
(2) | Time of service by registered mail |
(3) | Time of service by certified mail |
145(1) | Use of government services |
(2) | Commission exempt from certain fees |
146(1) | Orders coming into force in future |
(2) | Interim order |
147 | Only substantial compliance required |
147.1(1) | Late filing of periodic disclosure |
(2) | Notice of order |
148(1) | Order suspending trading |
(2) | Temporary order |
(3) | Extension of temporary order |
(4) | Notice of intention re order or hearing |
148.1(1) | Administrative penalties |
(1.1) | Administrative penalties against others |
(2) | Administrative penalties are in addition to other sanctions |
148.2(1) | Compensation for financial losses |
(2) | Director's decision not reviewable |
(3) | Order by commission |
(4) | Compensation orders against employers and others |
(5) | Meaning of "employment" |
(6) | Compensation order is in addition to other sanctions |
(7) | Court proceedings take precedence |
(8) | Claimant to inform commission about action |
(9) | No right of action after hearing begins |
(10) | Enforcement of order |
148.3(1) | Orders respecting directors and officers |
(2) | Order may be subject to conditions |
148.4(1) | Orders based on orders from other tribunals |
(2) | Order may be subject to conditions |
149 | Regulations |
149.1(1) | Commission may make rules |
(2) | Regulation prevails |
(3) | L.G. in C. may amend or repeal rule |
(4) | Force and effect of rule |
(5) | Regulations Act not applicable |
149.2(1) | Publication of rules |
(2) | Effect of publication |
(3) | Effect of non-publication |
149.3(1) | Evidence Act |
(2) | Application of regulations and rules |
(3) | Incorporation by reference |
149.4 | Exemption from a regulation or rule |
149.5(1) | Policy statements |
(2) | Statements not rules or regulations |
150 | Evidence of certified statements |
151(1) | Warrant issued in another province |
(2) | Prisoner in transit |
152(1) | Order for compliance |
(2) | |
(3) | Application without notice |
(4) | Extension of interim order |
(5) | Enforcement of order |
(6) | Rules of court to apply |
153(1) | Forfeiture or cancellation of bond |
(2) | Cancellation of bond |
(3) | Continuation of bond |
(4) | Collateral securing bond |
(5) | Proceedings by Crown |
(6) | Disposition of proceeds of bond |
(7) | Remission of bond |
154(1) | Costs |
(2) | Order for payment of costs |
154.1 | Conflict with The Freedom of Information and Protection of Privacy Act |
154.2(1) | Standards of care for investment fund managers |
(2) | Standards of care for investment portfolio managers |
(3) | Standards of care for other registrants |
154.3(1) | Oversight of an investment fund |
(2) | Powers and duties of overseeing body |
154.4(1) | Filing advertising |
(2) | Copies must be filed at least seven days before use |
(3) | Director may prohibit use or require changes |
PART XV | |
155 to 157 | |
PART XVI | |
INVESTMENT CONTRACTS | |
158 | Definition |
159 | Limitation on issue |
Act continues on page 139. | |
160 | Requirement for registration |
161 | |
162 | Application of 69(2) |
PART XVII | |
INTERJURISDICTIONAL COMPLIANCE | |
163(1) | Definitions |
(2) | Extra-provincial securities commission includes delegate |
164(1) | Delegation and acceptance of authority |
(2) | Exception |
165(1) | Commission may subdelegate |
(2) | Subdelegation of Manitoba authority |
166(1) | Extra-provincial securities laws may be adopted or incorporated |
(2) | Amendment may be adopted or incorporated |
167 | Exemption orders |
168(1) | Exercise of discretion, interprovincial reliance |
(2) | Hearing not required |
169 | Regulations |
170(1) | Definitions |
(2) | Immunity re Manitoba authority |
(3) | Application re immunity |
171(1) | Definitions |
(2) | Immunity re extra-provincial authority |
(3) | Application of immunity |
172(1) | Definitions |
(2) | Appeal re extra-provincial decision |
(3) | Extra-provincial securities commission is respondent |
173(1) | Definition |
(2) | Appeal re decision of the commission |
(3) | Right to appeal in Manitoba |
PART XVIII | |
CIVIL LIABILITY FOR SECONDARY MARKET DISCLOSURE | |
INTERPRETATION AND APPLICATION | |
174 | Definitions |
175 | Application |
LIABILITY | |
Liability for Secondary Market Disclosure | |
176(1) | Documents released by responsible issuer |
(2) | Persons and companies who may be liable |
(3) | Public oral statements by responsible issuer |
(4) | Persons and companies who may be liable |
(5) | Influential persons |
(6) | Persons and companies who may be liable |
(7) | Failure to make timely disclosure |
(8) | Persons and companies who may be liable |
(9) | Multiple roles |
(10) | Multiple misrepresentations |
(11) | No implied or actual authority |
Burden of Proof and Defences | |
177(1) | Non-core documents and public oral statements |
(2) | Exception re experts |
178(1) | Failure to make timely disclosure |
(2) | Exception re responsible issuers and others |
179 | Knowledge of the misrepresentation or material change |
180 | Reasonable investigation |
181 | Factors to be considered by the court |
182 | Confidential disclosure |
183(1) | Forward-looking information |
(2) | Public oral statements |
(3) | When a document is deemed to be readily available |
(4) | Exception |
184(1) | Expert report, statement or opinion |
(2) | Expert's consent withdrawn |
185 | Release of documents |
186 | Derivative information |
187 | When corrective action taken |
DAMAGES | |
188(1) | Assessment of damages — securities acquired |
(2) | Assessment of damages — securities disposed of |
(3) | Unrelated changes in market price |
189(1) | Proportionate liability |
(2) | Liability of certain defendants |
(3) | Joint and several liability |
(4) | Contribution among defendants |
190(1) | Limits on damages |
(2) | When subsection (1) does not apply |
PROCEDURAL MATTERS | |
191(1) | Leave to proceed |
(2) | Grounds for granting leave |
(3) | Application must be sent to the commission |
192 | News release and other notices |
193 | Restriction on discontinuation, abandonment and settlement of action |
194 | Costs |
195 | Power of the commission |
196 | No derogation from other rights |
197 | Limitation periods |
Sections: 1 - 99 | 100 - 197 |